| As filed with the Securities and Exchange Commission on May 7, 2009 |
OMB APPROVAL |
Registration No. 333-158619 |
OMB Number: 3235-0336 hours per response . . . . .522.8 |
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /
PRE-EFFECTIVE AMENDMENT NO. 1 / X /
POST-EFFECTIVE AMENDMENT NO. ___ / /
OPPENHEIMER CAPITAL INCOME FUND
[GRAPHIC OMITTED][GRAPHIC OMITTED]
(Exact Name of Registrant as Specified in Charter)
6803 South Tucson Way, Centennial, Colorado 80112-3924
[GRAPHIC OMITTED][GRAPHIC OMITTED]
(Address of Principal Executive Offices)
303-768-3200
[GRAPHIC OMITTED][GRAPHIC OMITTED]
(Registrant's Area Code and Telephone Number)
Robert
G. Zack, Esq.
Executive Vice President & General Counsel
OppenheimerFunds, Inc.
Two World Financial Center
225 Liberty Street
New York, New York 10148
(212) 323-0250
[GRAPHIC OMITTED][GRAPHIC OMITTED]
(Name and Address of Agent for Service)
As soon as practicable after the Registration Statement becomes effective.
[GRAPHIC OMITTED][GRAPHIC OMITTED]
(Approximate Date of Proposed Public Offering)
Title of Securities Being Registered: Class A, Class B, Class C, Class N and Class Y shares of Oppenheimer Capital Income Fund
No filing fee is due because of reliance on Section 24(f) of the Investment Company Act of 1940, as amended.
The Registrant hereby amends this Registration Statement on such date as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
Parts A, B and C is incorporated herein by reference from the Registration Statement filed on April 17, 2009.
SIGNATURES
As required by the Securities Act of 1933, as amended, this registration statement day has been signed on behalf of the registrant, in the City of New York and State of New York, on the 7th of May, 2009.
Oppenheimer Capital Income Fund
By: John V. Murphy*
John
V. Murphy, President,
Principal Executive
Officer and Director
Pursuant
to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities on
the dates indicated:
Signatures Title Date
William
L. Armstrong * Chairman
of the May 7, 2009
---------------------------------- Board of
Trustees
William L. Armstrong
John
V. Murphy* President & Principal
---------------------------------- Executive
Officer and Trustee May 7, 2009
John V.
Murphy
Brian W.
Wixted* Treasurer & Principal May
7, 2009
---------------------------------- Financial
&
Brian W. Wixted Accounting Officer
George Bowen* Trustee May
7, 2009
----------------------------------
George
Bowen
Edward
L. Cameron* Trustee May
7, 2009
----------------------------------
Edward L. Cameron
Jon
S. Fossel* Trustee May
7, 2009
----------------------------------
Jon S. Fossel
Sam
Freedman* Trustee May
7, 2009
----------------------------------
Sam Freedman
Richard
F. Grabish* Trustee May
7, 2009
----------------------------------
Richard
F. Grabish
Beverly
L. Hamilton* Trustee May
7, 2009
----------------------------------
Beverly L. Hamilton
Robert
J. Malone* Trustee May
7, 2009
----------------------------------
Robert J. Malone
F.
William Marshall, Jr. Trustee May
7, 2009
----------------------------------
F.
William Marshall, Jr.
*By:
/s/ Kathleen T. Ives
-----------------------------------------
Kathleen
T. Ives, Attorney-in-Fact
OppenheimerFunds, Inc.
Two World Financial Center
225 Liberty Street
New York, New York 10281
May 7, 2009
VIA EDGAR
Securities and Exchange Commission
Mail Stop 0-7, Filer Support
6432 General Green Way
Alexandria, Virginia 22312
Re: Registration Statement on Form N-14 for Oppenheimer Capital Income Fund; Proxy Materials for Oppenheimer Convertible Securities Fund
To the Securities and Exchange Commission:
Enclosed for filing with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “1933 Act”), is a Delaying Amendment and Pre-effective Amendment No. 1 to the Registration Statement on Form N-14 (the “Registration Statement”) of Oppenheimer Capital Income Fund (the “Registrant”).
We filed Form N-14 on April 17, 2009 in connection with the merger of Oppenheimer Convertible Securities Fund into Oppenheimer Capital Income Fund. On the facing page of that filing, we indicated an effective date of May 18, 2009. Pursuant to conversations between Taylor Edwards of OppenheimerFunds, Inc. and the SEC staff on May 4, 2009, this filing is made to file a delaying amendment pursuant to Rule 473 under the Securities Act of 1933, for the purpose of addressing comments provided by SEC staff.
Under separate filings, the Registrant will file all materials necessary to address any staff comments, an opinion and consent of counsel with respect to the issuance of shares in connection with the merger and a request for acceleration of the effective date of the Registration Statement to May 18, 2009 or as soon thereafter as practicable. We plan to mail the combined prospectus and proxy statement to shareholders of Oppenheimer Convertible Securities Fund on or about May 22, 2009.
The Staff is requested to address any comments or questions you may have on this filing to:
Taylor V. Edwards
Vice President & Assistant Counsel
OppenheimerFunds, Inc.
Two World Financial Center
225 Liberty Street New York, NY 10281
212-323-0310
tedwards@oppenheimerfunds.com
Thank you for your assistance.
Sincerely,
/s/ Randy G. Legg
--------------------------------------
Randy G. Legg
Vice President & Associate Counsel
Tel.: 303.768.1026
Fax: 303.768.3019
cc: Ms. Valerie J. Lithotomos, Esq., Securities and Exchange Commission